News & Analysis as of

Securities Act of 1933 › Exemptions › Securities and Exchange Commission (SEC)

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Allen Matkins

When Do Blue Sky Laws Apply?

Allen Matkins on

In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws.  This is understandable because federal law in many cases preempts state...more

DarrowEverett LLP

Private Placements in South Carolina: A Primer on Federal and State Securities Registration

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With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...more

DarrowEverett LLP

Private Placements in Florida Just Got Easier: Here’s How

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Florida recently implemented amendments to its Securities and Investor Protection Act (“Chapter 517”), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions...more

Seward & Kissel LLP

SEC Brings Charges for Failure to File Form D Notice in Connection with Exempt Securities Offerings under Regulation D

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On December 20, 2024, the Securities and Exchange Commission (“SEC”) announced charges against two private companies and a registered investment advisor for failure to file a Form D in connection with exempt offerings under...more

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

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​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Eversheds Sutherland (US) LLP

On the right track: Securities & Exchange Commission adopts rules to streamline private offering exemptions

Eversheds Sutherland (US) LLP on

On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more

Mintz - Securities & Capital Markets...

SEC Harmonizes and Improves “Patchwork” Private Offering Framework

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On November 2, the SEC adopted amendments designed to harmonize and simplify the existing, complicated framework of private offering exemptions—the primary method by which private companies raise capital. The amendments...more

Cozen O'Connor

SEC Votes to Harmonize and Improve “Patchwork” Exempt Offering Framework

Cozen O'Connor on

On November 2, 2020, the U.S. Securities and Exchange Commission (the SEC), by a 3 – 2 vote, amended certain rules under the Securities Act of 1933 (the Securities Act) in order to harmonize, simplify, and modernize the...more

Nelson Mullins Riley & Scarborough LLP

SEC Proposes Conditional Broker Registration Exemptions for 'Finders'

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Earlier this month, the SEC proposed an order that would exempt “Finders” — individuals who connect private issuers with accredited investors — from federal broker registration requirements, provided that certain conditions...more

Holland & Hart LLP

SEC Proposes Limited Exemption for Individual "Finders"

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On October 8, 2020, the Securities and Exchange Commission (the "SEC") voted to propose a new limited conditional exemption from broker registration requirements for "finders." The SEC's press release is accessible here....more

Buchalter

SEC Amends Definition of Accredited Investor

Buchalter on

On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition...more

Goodwin

SEC Commissioner Peirce Proposes Safe Harbor for Blockchain Developers

Goodwin on

Speaking at the International Blockchain Congress in Chicago on February 6, 2020, SEC Commissioner Hester Peirce proposed a safe harbor from U.S. securities laws so that developers of blockchain protocols could offer and sell...more

Seyfarth Shaw LLP

SEC Commissioner Peirce Proposes Three Year “Safe Harbor” For Tokens

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Seyfarth Synopsis: On Thursday, February 6, 2020, SEC Commissioner Hester Peirce proposed rules which, if certain conditions are met, would, for three years, exempt (1) the offer and sale of tokens from most provisions of the...more

White & Case LLP

SEC: Time to revamp securities offering exemptions

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SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

Jones Day

SEC Explores Ways to Simplify, Harmonize, and Improve the Framework For Exempt Offerings

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The Situation: In recent years, the overall framework for exempt offerings has shifted as new exemptions from the registration requirements of the Securities Act of 1933 ("Securities Act") have been introduced and existing...more

K&L Gates LLP

SEC Asks 138 Questions in Concept Release on Overhauling Securities Offering Exemptions

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On June 18, 2019, the U.S. SEC published a concept release (Release No. 33-10649) (the “Harmonization Release”) requesting comments on whether and how the U.S. regulatory framework for offerings of securities that are exempt...more

Troutman Pepper Locke

Exemptions for your Cross-Border Deals –New SEC Guidance

Troutman Pepper Locke on

On October 17, 2018, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a set of interpretations relating to the rules that provide an exemption from the...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Sheppard Mullin Richter & Hampton LLP

Not So Fast – Challenges in Reincorporating from California to Delaware

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There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more

Stinson - Corporate & Securities Law Blog

SEC Raises Threshold for Additional Disclosures Under Rule 701

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Rule 701 under the Securities Act of 1933 provides an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. ...more

Stinson - Corporate & Securities Law Blog

U.S. House of Representatives Acts to Create New Category of Exempt Transaction Under the Securities Act of 1933

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On November 9, 2017, the U.S. House of Representatives passed the Micro Offering Safe Harbor Act. The vote was largely along party lines, with Rep. Walter Jones from North Carolina’s third district casting the lone...more

Fenwick & West LLP

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

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The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

Baker Donelson

New SEC Rules and Their Impact on Securities Offerings

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On October 26, 2016, the Securities & Exchange Commission ("SEC") adopted final rules that may have significant impact on local securities offerings made in one state (or, "intrastate" offerings) and offerings of securities...more

Morrison & Foerster LLP

The next chapter - A new bond linking financial returns to environmental or social goals could thrive. But securities law...

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Shakespeare’s Juliet may not have ascribed great significance to a name but for securities lawyers and market participants alike there is significance to nomenclature. Social impact bonds, or investments that are intended to...more

Morrison & Foerster LLP - JOBS Act

House Debate Scheduled for Bills Relating to Capital Access for Small Business

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Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital. H.R. 5424, the Investment Advisers Modernization Act, was approved by...more

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